falseQ20000066496NY--12-31Administrative expenses in the aggregate amount of $29,334 attributable to the three-months ended June 30, 2023 were actually paid by the Trust in July 2023. Includes amounts reserved for administrative expenses in the aggregate amount of $29,334 attributable to the three-months ended June 30, 2023 which were actually paid by the Trust in July 2023. Corporate Trustee Fees and Expenses of $625 and Transfer Agent Registrar Fees and Expenses of $3,750 attributable to the three- and six-months ended June 30, 2023 were actually paid by the Trust in July 2023. These services are performed by the Corporate Trustee. 0000066496 2023-10-01 2023-12-31 0000066496 2016-01-01 2024-06-30 0000066496 2024-01-01 2024-03-31 0000066496 2024-04-01 2024-06-30 0000066496 2016-01-01 2016-03-31 0000066496 2016-07-01 2016-09-30 0000066496 2017-01-01 2017-03-31 0000066496 2017-07-01 2017-09-30 0000066496 2018-01-01 2018-03-31 0000066496 2018-07-01 2018-09-30 0000066496 2022-04-01 2022-06-30 0000066496 2022-07-01 2022-09-30 0000066496 2022-10-01 2022-12-31 0000066496 2023-01-01 2023-03-31 0000066496 2023-04-01 2023-06-30 0000066496 2023-07-01 2023-09-30 0000066496 2020-07-01 2020-09-30 0000066496 2021-01-01 2021-03-31 0000066496 2021-04-01 2021-06-30 0000066496 2021-07-01 2021-09-30 0000066496 2021-10-01 2021-12-31 0000066496 2022-01-01 2022-03-31 0000066496 2019-01-01 2019-03-31 0000066496 2019-04-01 2019-06-30 0000066496 2019-07-01 2019-09-30 0000066496 2019-10-01 2019-12-31 0000066496 2020-01-01 2020-03-31 0000066496 2020-04-01 2020-06-30 0000066496 2024-01-01 2024-06-30 0000066496 2024-06-30 0000066496 2023-01-01 2023-06-30 0000066496 2010-03-31 0000066496 2023-07-31 2023-07-31 0000066496 2024-03-31 0000066496 2023-03-31 0000066496 2023-12-31 0000066496 2022-12-31 0000066496 2023-06-30 0000066496 mmtrs:CorporateTrusteeMember 2024-04-01 2024-06-30 0000066496 us-gaap:IndividualMember 2024-04-01 2024-06-30 0000066496 mmtrs:CorporateTrusteeMember 2023-04-01 2023-06-30 0000066496 us-gaap:IndividualMember 2023-04-01 2023-06-30 0000066496 mmtrs:CorporateTrusteeMember 2023-01-01 2023-06-30 0000066496 us-gaap:IndividualMember 2023-01-01 2023-06-30 0000066496 srt:MaximumMember 2024-01-01 2024-06-30 0000066496 mmtrs:CorporateTrusteeMember 2024-01-01 2024-06-30 0000066496 us-gaap:IndividualMember 2024-01-01 2024-06-30 0000066496 mmtrs:Top50SongListingMember 2024-01-01 2024-06-30 0000066496 srt:MinimumMember 2010-01-01 2010-03-31 0000066496 srt:MaximumMember 2010-01-01 2010-03-31 0000066496 mmtrs:CorporateTrusteeMember 2023-07-31 2023-07-31 0000066496 mmtrs:TransferAgentRegistrarFeesMember 2023-07-31 2023-07-31 iso4217:USD xbrli:shares xbrli:pure iso4217:USD xbrli:shares mmtrs:SONGS
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-Q
 
 
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
     
to
     
Commission file Number —
000-02123
 
 
MILLS MUSIC TRUST
(Exact name of registrant as specified in its charter)
 
 
 
New York
  
13-6183792
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
C/O HSBC Bank USA, N.A. Corporate Trust Issuer Services,
66 Hudson Boulevard East, New York,
NY
10001
(Address of principal executive offices and ZIP Code) (Registrant’s telephone number, including area code) (212)
525-1349
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
N/A
  
N/A
  
N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“non-accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated
filer		   ☒    Smaller reporting company   ☒
     Emerging growth company   ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes ☐ No ☒
The number of the Registrant’s Trust Units outstanding as of June 30, 2024 was 277,712.
 
 
 

 
PART I — FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
MILLS MUSIC TRUST
STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
THREE AND SIX MONTHS ENDED
JUNE 30, 2024 AND JUNE 30, 2023
(UNAUDITED)
 
    
Three Months
Ended June 30
    
Six Months
Ended June 30
  
    
2024
    
2023
    
2024
    
2023
  
Receipts from EMI
    $ 248,922     $ 216,119     $ 537,349     $ 488,950  
Undistributed Cash at Beginning of Period
      46       46       46       46  
Disbursements—Administrative Expenses
      (116,456 )      (81,486 )
(1)
 		     (249,343 )      (169,467 )
(1)
 
  
 
 
    
 
 
    
 
 
    
 
 
  
Balance Available for Distribution
      132,512       134,679       288,052       319,529  
Cash Distributions to Unit Holders
   
 
(132,466
) 
  
 
(105,297
) 
  
 
(288,006
) 
  
 
(290,147
) 
  
 
 
    
 
 
    
 
 
    
 
 
  
Undistributed Cash at End of Period
   
$
46
 
  
$
29,382
(2)
 		  
$
46
 
  
$
29,382
(2)
 
  
 
 
    
 
 
    
 
 
    
 
 
  
Cash Distributions Per Unit (based on 277,712 Trust Units Outstanding)
   
$
0.48
 
  
$
0.38
 
  
$
1.04
 
  
$
1.05
 
  
 
 
    
 
 
    
 
 
    
 
 
  
 
(1)
Administrative expenses in the aggregate amount of $29,334 attributable to the three-months ended June 30, 2023 were actually paid by the Trust in July 2023.
(2)
Includes amounts reserved for administrative expenses in the aggr
egate amount of $29,334 attributable to the three-months ended June 30, 2023 which were actually paid by the Trust in July 2023.
The accompanying notes are an integral part of the unaudited financial statements.
The Trust does not prepare a balance sheet or a statement of cash flows.
 
1
MILLS MUSIC TRUST
NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
THREE AND SIX MONTHS ENDED
JUNE 30, 2024 AND JUNE 30, 2023
(UNAUDITED)
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Background
Mills Music Trust (the “
Trust
”) was created by a Declaration of Trust, dated December 3, 1964 (the “
Declaration of Trust
”), for the purpose of acquiring from Mills Music, Inc. (“
Old Mills
”), the rights to receive payment of a deferred contingent purchase price obligation (the “
Contin
g
ent Portion
”) payable to Old Mills. The obligation to pay the Contingent Portion arose as the result of the sale by Old Mills of its music and lyric copyright catalogue (the “
Catalo
g
ue
”) to a newly formed company pursuant to an asset purchase agreement dated December 5, 1964 (the “
Asset Purchase A
g
reement
”). Pursuant to the Asset Purchase Agreement, payment of the Contingent Portion to the Trust continues until the end of the year in which the last copyright in the Catalogue expires and cannot be renewed.
The Contingent Portion amounts are currently payable by EMI Mills Music Inc. (“
EMI
”), the owner of the copyrighted materials contained in the Catalogue. The Trust has been advised that Sony/ATV Music Publishing LLC is the administrator and manager of EMI and the Catalogue.
HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust (the “
Corporate Trustee
”), and Lee Eastman is the Individual Trustee of the Trust (the “
Individual Trustee
” and together with the Corporate Trustee, the “
Trustees
”).
Proceeds from Contingent Portion Payments
The Trust receives quarterly payments of the Contingent Portion from EMI and distributes the amounts it receives to the registered owners of Trust certificates (the “
Unit Holders
”) representing interests in the Trust (the “
Trust Units
”), after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Declaration of Trust provides that these are the Trust’s sole responsibilities and that the Trust is prohibited from engaging in any business activities.
Payments of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust as its Contingent Portion payment obligation, in accordance with the terms of the Asset Purchase Agreement.
Calculation of the Contingent Portion
The amount of each payment of the Contingent Portion is based on a formula set forth in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from 65% to 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $167,500 per quarter (the “
Minimum Payment Obligation
”).
Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “
New Calculation Method
”). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement. As a result of EMI not applying the New Calculation Method, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view, by the following amounts (the “
Underpayments
”):
 
Quarterly Payment Period
   
Amount of
Deficiency
  
March 31, 2016
    $ 79,889  
September 30, 2016
      37,529  
March 31, 2017
      85,359  
September 30, 2017
      41,557  
 
2
Quarterly Payment Period
   
Amount of
Deficiency
  
March 31, 2018
      98,901  
September 30, 2018
      75,712  
March 31, 2019
      71,489  
June 30, 2019
      41,786  
September 30, 2019
      68,571  
December 31, 2019
      42,572  
March 31, 2020
      40,025  
June 30, 2020
      15,557  
September 30, 2020
      40,085  
March 31, 2021
      42,742  
June 30, 2021
      43,148  
September 30, 2021
      38,846  
December 31, 2021
      38,112  
March 31, 2022
      0  
June 30, 2022
      70,709  
September 30, 2022
      83,438  
December 31, 2022
      0  
March 31, 2023
      44,908  
June 30, 2023
      37,491  
September 30, 2023
      131,213  
December 31, 2023
      40,761  
March 31, 2024
      43,909  
June 30, 2024
      0  
  
 
 
  
Total
   
$
1,354,309
 
  
 
 
  
As of the date hereof, the Trust has not received the Underpayments, and EMI has expressly disagreed with the Trust.
In addition, on October 1, 2020, the Trust engaged Citrin Cooperman & Company LLP, an accounting firm specializing in auditing royalty income (“
Citrin
”), to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine the areas and extent of underpayment, if any, of quarterly Contingent Portion payments payable to the Trust for the periods beginning January 1, 2016 and ended December 31, 2020 (the “
Audit Period
”). Citrin’s final report (the “
Citrin Report
”) was delivered to the Trustees on April 4, 2022. The Citrin Report identified multiple asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period in addition to the Underpayments. The Trust distributed the Citrin Report to EMI on or about April 13, 2022. EMI has disputed the findings of the Citrin Report. As part of an effort to settle any disagreement regarding the computation or payment of the Contingent Portion, including the Underpayments and the other amounts identified in the Citrin Report, on October 3, 2022, EMI and the Trust executed a Tolling Agreement pursuant to which the parties agreed to suspend, effective as of January 1, 2022, the running of any relevant statute of limitations applicable to any claim relating to the royalty omissions and expense over-deductions identified in the Citrin Report until June 1, 2023. As of May 8, 2024, EMI and the Trust have extended the tolling period through December 31, 2024, subject to either party’s right to terminate the tolling period on thirty days’ prior written notice.
The Trust can offer no assurance that it will be able to recover any of the Underpayments or other amounts identified in the Citrin Report, or that it will resolve the dispute relating to the New Calculation Method with respect to future payments of the Contingent Portion.
Cash Distributions to Unit Holders
The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. For information regarding cash disbursements made to Unit Holders for the three and six months ended June 30, 2024 and June 30, 2023 see the table headed “Statements of Cash Receipts and Disbursements” under Part I — Item 1, “Financial Statements”.
 
3
The Copyright Catalogue
The Catalogue is estimated to be composed of over 12,000 music titles (the “
Copyrighted Songs
”), of which approximately 1,430 produced royalty income in recent years. EMI has provided the Trust with a listing of the top 50 earning songs in the Catalogue during the 2023 calendar year (the “
Top 50 Songs
”), together with certain copyright information with respect to each of the Top 50 Songs (the “
Listing
”). A copy of the Listing, as provided by EMI, is included in the Trust’s annual report on Form
10-K
for the fiscal year ended December 31, 2023. The Listing does not include any information regarding Copyrighted Songs for the 2024 calendar year.
Accounting Policies
EMI typically makes payments to the Trust of the Contingent Portion in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses of the Trust. The Declaration of Trust provides for the distribution of the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust.
The Trust’s financial statements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting, as contemplated by generally accepted accounting principles in the United States. The Trust does not prepare a balance sheet or a statement of cash flows.
These unaudited financial statements should be read in conjunction with the financial statements and related notes in the Trust’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2023. The cash receipts and distributions for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
NOTE 2. INCOME TAXES
No provision for income taxes has been made since the liability thereof is that of the Unit Holders and not the Trust.
NOTE 3. GOVERNANCE OF THE TRUST
The Trust does not have, nor does the Declaration of Trust provide for, officers, a board of directors or any employees. HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust, and Lee Eastman is the Individual Trustee of the Trust. Pursuant to the Declaration of Trust, Trustees of the Trust serve until their removal or resignation, or in the case of an Individual Trustee, their incapacity or death. Michael Reiss resigned as an Individual Trustee of the Trust effective as of March 15, 2024, and his Individual Trustee seat is vacant as of August 14, 2024.
On December 23, 2014, the Trust adopted a code of ethics (as defined in Item 406 of Regulation
S-K
under the Securities Exchange Act of 1933) applicable to the Individual Trustees and the trust officers of the Corporate Trustee. A copy of the Code of Ethics will be provided to any person without charge upon written request to the Trust at its administrative office, c/o HSBC BANK USA, N.A., Corporate Trust, Issuer Services, 66 Hudson Boulevard East, New York, NY 10001. In addition, the Trust relies on the Corporate Trustee to abide by HSBC Bank, USA, N.A.’s Statement of Business Principles and Code of Ethics, which is available on the Corporate Trustee’s website at http://www.us.hsbc.com.
The Trust is not a corporate entity and thus does not have an Audit Committee. The Trust has established a policy with regard to audit, audit-related and certain
non-audit
engagements of its independent auditors. Under this policy, the Trust annually approves certain limited, specified recurring services which may be provided by the Trust’s accountant or independent auditors. All other engagements for services to be performed by the Trust’s independent auditors must be separately
pre-approved
by the Trust. Joel Faden acts as Chief Financial Individual providing accounting services for the Trust.
NOTE 4. RELATED PARTY TRANSACTIONS
The Trustees are paid in accordance with the Declaration of Trust, which provides that each Trustee shall receive annual compensation of $2,500, provided that such aggregate compensation to the Trustees as a group may not exceed 3% of the Contingent Portion amounts received by the Trust in any year. The Declaration of Trust also provides for the reimbursement of expenses reasonably incurred in the performance of a Trustee’s duties to the Trust, including clerical and administrative services. Accordingly, the Trustees are entitled to receive annual compensation and reimbursement for services performed for the Trust, including the Corporate Trustee’s services as the Registrar and Transfer Agent of the certificates representing the Trust Units. The Declaration of Trust also provides that if a Trustee performs unusual or extraordinary services, reasonable compensation for such services shall be paid, subject to the terms and conditions of the Declaration of Trust.
 
4
Pursuant to the Declaration of Trust, disbursements were made as follows to the Trustees for the three and six months ended June 30, 2024 and June 30, 2023:
 
    
Three Months
Ended June 30
    
Six Months
Ended June 30
  
    
2024
     
2023
    
2024
     
2023
  
Corporate Trustee Fees and Expenses
    $ 625      $ 0     $ 1,250      $ 1,250  
Individual Trustee Fees and Expenses
      625        1,250       1,875        2,500  
Transfer Agent and Registrar Fees and Expenses(1)
      6,875        0       10,625        7,500  
  
 
 
     
 
 
    
 
 
     
 
 
  
TOTALS
   
$
 8,125
 
   
$
1,250
(2)
 
  
$
 13,750
 
   
$
11,250
(2)
 
  
 
 
     
 
 
    
 
 
     
 
 
  
 
(1)
These services are performed by the Corporate Trustee.
(2)
Corporate Trustee Fees and Expenses of $625 and Transfer Agent Registrar Fees and Expenses of $3,750 attributable to the three- and
six-months
ended June 30, 2023 were actually paid by the Trust in July 2023.
The administrative office of the Trust is located at the offices of the Corporate Trustee, HSBC Bank, USA, N.A., Corporate Trust Issuer Services, 66 Hudson Boulevard East, New York, NY 10001. Except for fees paid to the Corporate Trustee in accordance with the Declaration of Trust, no expense is being charged or paid by the Trust for the office space and office equipment of the Corporate Trustee that is being utilized for the Trust.
NOTE 5. SUBSEQUENT EVENTS
None.
 
5

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Copyright Catalogue

The Catalogue is estimated to be composed of over 12,000 music titles, of which approximately 1,430 produced royalty income in recent years. Based on the Listing, the majority of the Trust’s receipts are derived principally from copyrights established prior to 1960 in the Unites States. The receipts fluctuate based on consumer interest in the nostalgia appeal of older songs and the overall popularity of the songs contained in the Catalogue. The Catalogue also generates royalty income in Canada and other foreign countries in which copyright is claimed.

A number of factors create uncertainties with respect to the Catalogue’s ability to continue to generate royalty income on a continuing, long-term basis for the Trust. These factors include: (i) the effect that foreign and domestic copyright laws and any changes thereto have or will have on renewal rights (e.g., vesting of renewal term rights), (ii) the length of the term of copyright protection under foreign and domestic copyright laws, (iii) reversionary rights that may affect whether EMI is able to retain its rights to the Copyrighted Songs during certain renewal terms (e.g., statutory termination of transfers or “copyright recapture”) and (iv) ongoing disputes regarding the payment and calculation of the Contingent Portion.

The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust in accordance with its Contingent Portion payment obligation.

The Trust’s income is dependent, in part, on EMI’s ability to maintain its rights in the Copyrighted Songs through copyright protection. Although Copyrighted Songs may continue to generate royalty revenue after their copyrights have expired, in general as the copyrights for the Copyrighted Songs expire, less royalty income will be generated, and the size of each payment of the Contingent Portion will be reduced accordingly.

Based on the Listing, most of the Top 50 Songs obtained copyright registration under the United States Copyright Act of 1909 (the “1909 Act”) between 1926 and 1960. For copyrighted works subject to the 1909 Act, copyright law generally provides for a possible 95 years of copyright protection, subject to certain factors, including the initial registration date of each copyright and compliance with certain statutory provisions including notice and renewal. The Copyright expiration dates for the Top 50 Songs range between 2018 and 2118, as set forth in the Listing.

The Copyrighted Songs are subject to statutory rights of termination of transfers, which may impact whether EMI is able to retain its ownership of the Copyrighted Songs during their respective terms of copyright protection. For copyrights governed by the 1909 Act, this termination right vests at the end of two different renewal terms, which vary for each Copyrighted Song. As the owner of the Catalogue, EMI (and not the Trust) is responsible for administrating the Catalogue and seeking renewals of the Copyrighted Songs. The Asset Purchase Agreement provides that EMI is obligated to use its best efforts to secure renewals.

Contingent Portion Payments

Payments of the Contingent Portion to the Trust are ordinarily made on a quarterly basis, approximately two to three months after a quarter ends. The Trust distributes the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust.

The amount of each payment of the Contingent Portion is based on a formula provided in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from 65% to 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $167,500 per quarter (the “Minimum Payment Obligation”).

 

6

Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “New Calculation Method”). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement. As a result of the New Calculation Method not being applied, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view, by the following amounts (the “Underpayments”):

 

Quarterly Payment Period

    Amount of
Deficiency		  

March 31, 2016

    $ 79,889  

September 30, 2016

      37,529  

March 31, 2017

      85,359  

September 30, 2017

      41,557  

March 31, 2018

      98,901  

September 30, 2018

      75,712  

March 31, 2019

      71,489  

June 30, 2019

      41,786  

September 30, 2019

      68,571  

December 31, 2019

      42,572  

March 31, 2020

      40,025  

June 30, 2020

      15,557  

September 30, 2020

      40,085  

March 31, 2021

      42,742  

June 30, 2021

      43,148  

September 30, 2021

      38,846  

December 31, 2021

      38,112  

March 31, 2022

      0  

June 30, 2022

      70,709  

September 30, 2022

      83,438  

December 31, 2022

      0  

March 31, 2023

      44,908  

June 30, 2023

      37,491  

September 30, 2023

      131,213  

December 31, 2023

      40,761  

March 31, 2024

      43,909  

June 30, 2024

      0  
  

 

 

  

Total

    $ 1,354,309  
  

 

 

  

As of the date hereof, the Trust has not received the Underpayments, and EMI has expressly disagreed with the Trust.

In addition, on October 1, 2020, the Trust engaged Citrin Cooperman & Company LLP, an accounting firm specializing in auditing royalty income (“Citrin”), to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine the areas and extent of underpayment, if any, of quarterly Contingent Portion payments payable to the Trust for the periods beginning January 1, 2016 and ended December 31, 2020 (the “Audit Period”). Citrin’s final report (the “Citrin Report”) was delivered to the Trustees on April 4, 2022. The Citrin Report identified multiple asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period in addition to the Underpayments. The Trust distributed the Citrin Report to EMI on or about April 13, 2022. EMI has disputed the findings of the Citrin Report. As part of an effort to settle any disagreement regarding the computation or payment of the Contingent Portion, including the Underpayments and the other amounts identified in the Citrin Report, on October 3, 2022, EMI and the Trust executed a Tolling Agreement pursuant to which the parties agreed to suspend, effective as of January 1, 2022, the running of any relevant statute of limitations applicable to any claim relating to the royalty omissions and expense over-deductions identified in the Citrin Report until June 1, 2023. As of May 8, 2024, EMI and the Trust have extended the tolling period through December 31, 2024, subject to either party’s right to terminate the tolling period on thirty days’ prior written notice.

 

7

The Trust can offer no assurance that it will be able to recover any of the Underpayments or other amounts identified in the Citrin Report, or that it will resolve the dispute relating to the New Calculation Method with respect to future payments of the Contingent Portion.

Recent Contingent Portion Payment

On June 11, 2024, the Trust received $248,922 ($0.8693 per Trust Unit) from EMI for royalty income generated by the Catalog during the second quarter of 2024, as compared to $216,119 ($0.7782 per Trust Unit) for the payment attributable to the second quarter of 2023.

Recent Distributions to Unit Holders

On June 24, 2024, the Trust made a distribution of $132,466 ($0.4770 per Trust Unit) to the Trust’s Unit Holders of record at the close of business on June 23, 2024. For computation details regarding the distribution please refer to the quarterly distribution report, dated June 24, 2024, attached as Exhibit 99.1 to the Current Report on Form 8-K, filed by the Trust with the Securities and Exchange Commission on June 24, 2024.

Cash and Administrative Expenses

As of July 18, 2024, the Trust was holding $46 in cash and had $35,247 in unpaid administrative expenses for services rendered to the Trust.

Inflation

The Trust does not believe that inflation has materially affected its activities.

Liquidity and Capital Resources

The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust.

See the table headed “Statements of Cash Receipts and Disbursements” under Part 1 — Item 1, “Financial Statements” for information regarding cash disbursements made to Unit Holders during the three and six months ended June 30, 2024 and June 30, 2023.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Trust’s financial condition, changes in financial condition, revenues or expenses, results of operations or liquidity that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Controls and Procedures

As of the end of the period covered by this quarterly report, the Trust carried out an evaluation of the effectiveness of the design and operation of the Trust’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) under the supervision and with the participation of the Trust’s management, including the Chief Financial Individual providing accounting services and the trust officers of the Corporate Trustee. Based on that evaluation, the Chief Financial Individual providing accounting services and the trust officer of the Corporate Trustee concluded that the Trust’s disclosure controls and procedures are effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Trust’s reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Trust’s reports filed under the Exchange Act is accumulated and communicated to Trust’s management, including the Chief Financial Individual providing accounting services and the trust officer of the Corporate Trustee, to allow timely decisions regarding required disclosure.

 

8

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal period covered by this quarterly report that materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

The Trust is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

 

Exhibit
No.

   

Description

31.1    Certification by the Chief Financial Individual providing accounting services pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2    Certification by the trust officer of the Corporate Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1*    Certification by the Chief Financial Individual providing accounting services pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2*    Certification by the trust officer for the Corporate Trustee Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.1NS    XBRL Instance Document
101.SCH    XBRL Schema Document
101.CAL    XBRL Calculation Linkbase Documents
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document
101.LAB    XBRL Labels Linkbase Documents
101.PRE    XBRL Presentation Linkbase Documents
104    Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

*

Furnished, not filed

 

9

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

August 14, 2024     Mills Music Trust
    (Registrant)
    By:   /s/ Garfield Barrett
      Garfield Barrett
     

Trust Officer of the Corporate Trustee

HSBC Bank USA, NA

 

10

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Garfield Barrett, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mills Music Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; *

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

*

The statements of cash receipts and disbursements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received. Accordingly, the Trust has not prepared any statements of financial condition or cash flows.

 

August 14, 2024     /s/ Garfield Barrett
    Garfield Barrett
   

Trust Officer of the Corporate Trustee

HSBC Bank USA, NA

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joel Faden, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mills Music Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; *

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

*

The statements of cash receipts and disbursements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received. Accordingly, the Trust has not prepared any statements of financial condition or cash flows.

 

August 14, 2024     /s/ Joel Faden
    Joel Faden
    Chief Financial Individual (principal financial officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Mills Music Trust (the “Trust”) on Form 10-Q for the fiscal quarter ended June 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby certifies, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

 

  1.

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

The information contained in the Report fairly presents, in all material respects, the financial condition* and results of operations of the Trust.

 

*

The statements of cash receipts and disbursements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received after payment of expenses. Accordingly, the Trust has not prepared any statements of financial condition or cash flows.

 

August 14, 2024     /s/ Garfield Barrett
    Garfield Barrett
    Trust Officer of The Corporate Trustee

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Mills Music Trust (the “Trust”) on Form 10-Q for the fiscal quarter ended June 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby certifies, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

 

  1.

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

The information contained in the Report fairly presents, in all material respects, the financial condition* and results of operations of the Trust.

 

*

The statements of cash receipts and disbursements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received after payment of expenses. Accordingly, the Trust has not prepared any statements of financial condition or cash flows.

 

August 14, 2024     /s/ Joel Faden
    Joel Faden
    Chief Financial Individual (principal financial officer)
v3.24.2.u1
Cover Page
 6 Months Ended
Jun. 30, 2024
shares
Cover [Abstract]  
Document Type 10-Q
Amendment Flag false
Document Period End Date Jun. 30, 2024
Document Fiscal Year Focus 2024
Document Quarterly Report true
Document Transition Report false
Document Fiscal Period Focus Q2
Entity Registrant Name MILLS MUSIC TRUST
Entity Central Index Key 0000066496
Entity Address, State or Province NY
Entity Incorporation, State or Country Code NY
Entity Address, Address Line One C/O HSBC Bank USA, N.A. Corporate Trust Issuer Services
Entity Address, Address Line Two 66 Hudson Boulevard East
Entity Address, City or Town New York
Entity Address, Postal Zip Code 10001
Current Fiscal Year End Date --12-31
City Area Code 212
Local Phone Number 525-1349
Entity Current Reporting Status Yes
Entity File Number 000-02123
Entity Tax Identification Number 13-6183792
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Emerging Growth Company false
Entity Interactive Data Current Yes
Entity Shell Company false
Entity Common Stock, Shares Outstanding 277,712
v3.24.2.u1
Statements of Cash Receipts and Disbursements - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Operating Cash Flows, Direct Method [Abstract]        
Receipts from EMI $ 248,922 $ 216,119 $ 537,349 $ 488,950
Undistributed Cash at Beginning of Period 46 46 46 46
Disbursements—Administrative Expenses (116,456) (81,486) [1] (249,343) (169,467) [1]
Balance Available for Distribution 132,512 134,679 288,052 319,529
Cash Distributions to Unit Holders (132,466) (105,297) (288,006) (290,147)
Undistributed Cash at End of Period $ 46 $ 29,382 [2] $ 46 $ 29,382 [2]
Cash Distributions Per Unit (based on 277,712 Trust Units Outstanding) $ 0.48 $ 0.38 $ 1.04 $ 1.05
[1] Administrative expenses in the aggregate amount of $29,334 attributable to the three-months ended June 30, 2023 were actually paid by the Trust in July 2023.
[2] Includes amounts reserved for administrative expenses in the aggregate amount of $29,334 attributable to the three-months ended June 30, 2023 which were actually paid by the Trust in July 2023.
v3.24.2.u1
Statements of Cash Receipts and Disbursements (Parenthetical) - USD ($)
 3 Months Ended 6 Months Ended
Jul. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Number of Trust Units Outstanding   277,712 277,712 277,712 277,712
Payment for administrative fees $ 29,334        
Administrative fees expense $ 29,334        
v3.24.2.u1
Organization and Summary of Significant Accounting Policies
 6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Organization and Summary of Significant Accounting Policies
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Background
Mills Music Trust (the “
Trust
”) was created by a Declaration of Trust, dated December 3, 1964 (the “
Declaration of Trust
”), for the purpose of acquiring from Mills Music, Inc. (“
Old Mills
”), the rights to receive payment of a deferred contingent purchase price obligation (the “
Contin
g
ent Portion
”) payable to Old Mills. The obligation to pay the Contingent Portion arose as the result of the sale by Old Mills of its music and lyric copyright catalogue (the “
Catalo
g
ue
”) to a newly formed company pursuant to an asset purchase agreement dated December 5, 1964 (the “
Asset Purchase A
g
reement
”). Pursuant to the Asset Purchase Agreement, payment of the Contingent Portion to the Trust continues until the end of the year in which the last copyright in the Catalogue expires and cannot be renewed.
The Contingent Portion amounts are currently payable by EMI Mills Music Inc. (“
EMI
”), the owner of the copyrighted materials contained in the Catalogue. The Trust has been advised that Sony/ATV Music Publishing LLC is the administrator and manager of EMI and the Catalogue.
HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust (the “
Corporate Trustee
”), and Lee Eastman is the Individual Trustee of the Trust (the “
Individual Trustee
” and together with the Corporate Trustee, the “
Trustees
”).
Proceeds from Contingent Portion Payments
The Trust receives quarterly payments of the Contingent Portion from EMI and distributes the amounts it receives to the registered owners of Trust certificates (the “
Unit Holders
”) representing interests in the Trust (the “
Trust Units
”), after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Declaration of Trust provides that these are the Trust’s sole responsibilities and that the Trust is prohibited from engaging in any business activities.
Payments of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust as its Contingent Portion payment obligation, in accordance with the terms of the Asset Purchase Agreement.
Calculation of the Contingent Portion
The amount of each payment of the Contingent Portion is based on a formula set forth in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from 65% to 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $167,500 per quarter (the “
Minimum Payment Obligation
”).
Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “
New Calculation Method
”). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement. As a result of EMI not applying the New Calculation Method, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view, by the following amounts (the “
Underpayments
”):
 
Quarterly Payment Period
   
Amount of
Deficiency
  
March 31, 2016
    $ 79,889  
September 30, 2016
      37,529  
March 31, 2017
      85,359  
September 30, 2017
      41,557  
 
Quarterly Payment Period
   
Amount of
Deficiency
  
March 31, 2018
      98,901  
September 30, 2018
      75,712  
March 31, 2019
      71,489  
June 30, 2019
      41,786  
September 30, 2019
      68,571  
December 31, 2019
      42,572  
March 31, 2020
      40,025  
June 30, 2020
      15,557  
September 30, 2020
      40,085  
March 31, 2021
      42,742  
June 30, 2021
      43,148  
September 30, 2021
      38,846  
December 31, 2021
      38,112  
March 31, 2022
      0  
June 30, 2022
      70,709  
September 30, 2022
      83,438  
December 31, 2022
      0  
March 31, 2023
      44,908  
June 30, 2023
      37,491  
September 30, 2023
      131,213  
December 31, 2023
      40,761  
March 31, 2024
      43,909  
June 30, 2024
      0  
  
 
 
  
Total
   
$
1,354,309
 
  
 
 
  
As of the date hereof, the Trust has not received the Underpayments, and EMI has expressly disagreed with the Trust.
In addition, on October 1, 2020, the Trust engaged Citrin Cooperman & Company LLP, an accounting firm specializing in auditing royalty income (“
Citrin
”), to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine the areas and extent of underpayment, if any, of quarterly Contingent Portion payments payable to the Trust for the periods beginning January 1, 2016 and ended December 31, 2020 (the “
Audit Period
”). Citrin’s final report (the “
Citrin Report
”) was delivered to the Trustees on April 4, 2022. The Citrin Report identified multiple asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period in addition to the Underpayments. The Trust distributed the Citrin Report to EMI on or about April 13, 2022. EMI has disputed the findings of the Citrin Report. As part of an effort to settle any disagreement regarding the computation or payment of the Contingent Portion, including the Underpayments and the other amounts identified in the Citrin Report, on October 3, 2022, EMI and the Trust executed a Tolling Agreement pursuant to which the parties agreed to suspend, effective as of January 1, 2022, the running of any relevant statute of limitations applicable to any claim relating to the royalty omissions and expense over-deductions identified in the Citrin Report until June 1, 2023. As of May 8, 2024, EMI and the Trust have extended the tolling period through December 31, 2024, subject to either party’s right to terminate the tolling period on thirty days’ prior written notice.
The Trust can offer no assurance that it will be able to recover any of the Underpayments or other amounts identified in the Citrin Report, or that it will resolve the dispute relating to the New Calculation Method with respect to future payments of the Contingent Portion.
Cash Distributions to Unit Holders
The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. For information regarding cash disbursements made to Unit Holders for the three and six months ended June 30, 2024 and June 30, 2023 see the table headed “Statements of Cash Receipts and Disbursements” under Part I — Item 1, “Financial Statements”.
 
The Copyright Catalogue
The Catalogue is estimated to be composed of over 12,000 music titles (the “
Copyrighted Songs
”), of which approximately 1,430 produced royalty income in recent years. EMI has provided the Trust with a listing of the top 50 earning songs in the Catalogue during the 2023 calendar year (the “
Top 50 Songs
”), together with certain copyright information with respect to each of the Top 50 Songs (the “
Listing
”). A copy of the Listing, as provided by EMI, is included in the Trust’s annual report on Form
10-K
for the fiscal year ended December 31, 2023. The Listing does not include any information regarding Copyrighted Songs for the 2024 calendar year.
Accounting Policies
EMI typically makes payments to the Trust of the Contingent Portion in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses of the Trust. The Declaration of Trust provides for the distribution of the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust.
The Trust’s financial statements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting, as contemplated by generally accepted accounting principles in the United States. The Trust does not prepare a balance sheet or a statement of cash flows.
These unaudited financial statements should be read in conjunction with the financial statements and related notes in the Trust’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2023. The cash receipts and distributions for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
v3.24.2.u1
Income Taxes
 6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes
NOTE 2. INCOME TAXES
No provision for income taxes has been made since the liability thereof is that of the Unit Holders and not the Trust.
v3.24.2.u1
Governance of the Trust
 6 Months Ended
Jun. 30, 2024
Business Combinations [Abstract]  
Governance of the Trust
NOTE 3. GOVERNANCE OF THE TRUST
The Trust does not have, nor does the Declaration of Trust provide for, officers, a board of directors or any employees. HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust, and Lee Eastman is the Individual Trustee of the Trust. Pursuant to the Declaration of Trust, Trustees of the Trust serve until their removal or resignation, or in the case of an Individual Trustee, their incapacity or death. Michael Reiss resigned as an Individual Trustee of the Trust effective as of March 15, 2024, and his Individual Trustee seat is vacant as of August 14, 2024.
On December 23, 2014, the Trust adopted a code of ethics (as defined in Item 406 of Regulation
S-K
under the Securities Exchange Act of 1933) applicable to the Individual Trustees and the trust officers of the Corporate Trustee. A copy of the Code of Ethics will be provided to any person without charge upon written request to the Trust at its administrative office, c/o HSBC BANK USA, N.A., Corporate Trust, Issuer Services, 66 Hudson Boulevard East, New York, NY 10001. In addition, the Trust relies on the Corporate Trustee to abide by HSBC Bank, USA, N.A.’s Statement of Business Principles and Code of Ethics, which is available on the Corporate Trustee’s website at http://www.us.hsbc.com.
The Trust is not a corporate entity and thus does not have an Audit Committee. The Trust has established a policy with regard to audit, audit-related and certain
non-audit
engagements of its independent auditors. Under this policy, the Trust annually approves certain limited, specified recurring services which may be provided by the Trust’s accountant or independent auditors. All other engagements for services to be performed by the Trust’s independent auditors must be separately
pre-approved
by the Trust. Joel Faden acts as Chief Financial Individual providing accounting services for the Trust.
v3.24.2.u1
Related Party Transactions
 6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 4. RELATED PARTY TRANSACTIONS
The Trustees are paid in accordance with the Declaration of Trust, which provides that each Trustee shall receive annual compensation of $2,500, provided that such aggregate compensation to the Trustees as a group may not exceed 3% of the Contingent Portion amounts received by the Trust in any year. The Declaration of Trust also provides for the reimbursement of expenses reasonably incurred in the performance of a Trustee’s duties to the Trust, including clerical and administrative services. Accordingly, the Trustees are entitled to receive annual compensation and reimbursement for services performed for the Trust, including the Corporate Trustee’s services as the Registrar and Transfer Agent of the certificates representing the Trust Units. The Declaration of Trust also provides that if a Trustee performs unusual or extraordinary services, reasonable compensation for such services shall be paid, subject to the terms and conditions of the Declaration of Trust.
 
Pursuant to the Declaration of Trust, disbursements were made as follows to the Trustees for the three and six months ended June 30, 2024 and June 30, 2023:
 
    
Three Months
Ended June 30
    
Six Months
Ended June 30
  
    
2024
     
2023
    
2024
     
2023
  
Corporate Trustee Fees and Expenses
    $ 625      $ 0     $ 1,250      $ 1,250  
Individual Trustee Fees and Expenses
      625        1,250       1,875        2,500  
Transfer Agent and Registrar Fees and Expenses(1)
      6,875        0       10,625        7,500  
  
 
 
     
 
 
    
 
 
     
 
 
  
TOTALS
   
$
 8,125
 
   
$
1,250
(2)
 
  
$
 13,750
 
   
$
11,250
(2)
 
  
 
 
     
 
 
    
 
 
     
 
 
  
 
(1)
These services are performed by the Corporate Trustee.
(2)
Corporate Trustee Fees and Expenses of $625 and Transfer Agent Registrar Fees and Expenses of $3,750 attributable to the three- and
six-months
ended June 30, 2023 were actually paid by the Trust in July 2023.
The administrative office of the Trust is located at the offices of the Corporate Trustee, HSBC Bank, USA, N.A., Corporate Trust Issuer Services, 66 Hudson Boulevard East, New York, NY 10001. Except for fees paid to the Corporate Trustee in accordance with the Declaration of Trust, no expense is being charged or paid by the Trust for the office space and office equipment of the Corporate Trustee that is being utilized for the Trust.
v3.24.2.u1
Subsequent Events
 6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events
NOTE 5. SUBSEQUENT EVENTS
None.
v3.24.2.u1
Organization and Summary of Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Organization and Background
Organization and Background
Mills Music Trust (the “
Trust
”) was created by a Declaration of Trust, dated December 3, 1964 (the “
Declaration of Trust
”), for the purpose of acquiring from Mills Music, Inc. (“
Old Mills
”), the rights to receive payment of a deferred contingent purchase price obligation (the “
Contin
g
ent Portion
”) payable to Old Mills. The obligation to pay the Contingent Portion arose as the result of the sale by Old Mills of its music and lyric copyright catalogue (the “
Catalo
g
ue
”) to a newly formed company pursuant to an asset purchase agreement dated December 5, 1964 (the “
Asset Purchase A
g
reement
”). Pursuant to the Asset Purchase Agreement, payment of the Contingent Portion to the Trust continues until the end of the year in which the last copyright in the Catalogue expires and cannot be renewed.
The Contingent Portion amounts are currently payable by EMI Mills Music Inc. (“
EMI
”), the owner of the copyrighted materials contained in the Catalogue. The Trust has been advised that Sony/ATV Music Publishing LLC is the administrator and manager of EMI and the Catalogue.
HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust (the “
Corporate Trustee
”), and Lee Eastman is the Individual Trustee of the Trust (the “
Individual Trustee
” and together with the Corporate Trustee, the “
Trustees
”).
Proceeds from Contingent Portion Payments
Proceeds from Contingent Portion Payments
The Trust receives quarterly payments of the Contingent Portion from EMI and distributes the amounts it receives to the registered owners of Trust certificates (the “
Unit Holders
”) representing interests in the Trust (the “
Trust Units
”), after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Declaration of Trust provides that these are the Trust’s sole responsibilities and that the Trust is prohibited from engaging in any business activities.
Payments of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust as its Contingent Portion payment obligation, in accordance with the terms of the Asset Purchase Agreement.
Calculation of the Contingent Portion
Calculation of the Contingent Portion
The amount of each payment of the Contingent Portion is based on a formula set forth in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from 65% to 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $167,500 per quarter (the “
Minimum Payment Obligation
”).
Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “
New Calculation Method
”). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement. As a result of EMI not applying the New Calculation Method, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view, by the following amounts (the “
Underpayments
”):
 
Quarterly Payment Period
   
Amount of
Deficiency
  
March 31, 2016
    $ 79,889  
September 30, 2016
      37,529  
March 31, 2017
      85,359  
September 30, 2017
      41,557  
 
Quarterly Payment Period
   
Amount of
Deficiency
  
March 31, 2018
      98,901  
September 30, 2018
      75,712  
March 31, 2019
      71,489  
June 30, 2019
      41,786  
September 30, 2019
      68,571  
December 31, 2019
      42,572  
March 31, 2020
      40,025  
June 30, 2020
      15,557  
September 30, 2020
      40,085  
March 31, 2021
      42,742  
June 30, 2021
      43,148  
September 30, 2021
      38,846  
December 31, 2021
      38,112  
March 31, 2022
      0  
June 30, 2022
      70,709  
September 30, 2022
      83,438  
December 31, 2022
      0  
March 31, 2023
      44,908  
June 30, 2023
      37,491  
September 30, 2023
      131,213  
December 31, 2023
      40,761  
March 31, 2024
      43,909  
June 30, 2024
      0  
  
 
 
  
Total
   
$
1,354,309
 
  
 
 
  
As of the date hereof, the Trust has not received the Underpayments, and EMI has expressly disagreed with the Trust.
In addition, on October 1, 2020, the Trust engaged Citrin Cooperman & Company LLP, an accounting firm specializing in auditing royalty income (“
Citrin
”), to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine the areas and extent of underpayment, if any, of quarterly Contingent Portion payments payable to the Trust for the periods beginning January 1, 2016 and ended December 31, 2020 (the “
Audit Period
”). Citrin’s final report (the “
Citrin Report
”) was delivered to the Trustees on April 4, 2022. The Citrin Report identified multiple asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period in addition to the Underpayments. The Trust distributed the Citrin Report to EMI on or about April 13, 2022. EMI has disputed the findings of the Citrin Report. As part of an effort to settle any disagreement regarding the computation or payment of the Contingent Portion, including the Underpayments and the other amounts identified in the Citrin Report, on October 3, 2022, EMI and the Trust executed a Tolling Agreement pursuant to which the parties agreed to suspend, effective as of January 1, 2022, the running of any relevant statute of limitations applicable to any claim relating to the royalty omissions and expense over-deductions identified in the Citrin Report until June 1, 2023. As of May 8, 2024, EMI and the Trust have extended the tolling period through December 31, 2024, subject to either party’s right to terminate the tolling period on thirty days’ prior written notice.
The Trust can offer no assurance that it will be able to recover any of the Underpayments or other amounts identified in the Citrin Report, or that it will resolve the dispute relating to the New Calculation Method with respect to future payments of the Contingent Portion.
Cash Distributions to Unit Holders
Cash Distributions to Unit Holders
The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. For information regarding cash disbursements made to Unit Holders for the three and six months ended June 30, 2024 and June 30, 2023 see the table headed “Statements of Cash Receipts and Disbursements” under Part I — Item 1, “Financial Statements”.
The Copyright Catalogue
The Copyright Catalogue
The Catalogue is estimated to be composed of over 12,000 music titles (the “
Copyrighted Songs
”), of which approximately 1,430 produced royalty income in recent years. EMI has provided the Trust with a listing of the top 50 earning songs in the Catalogue during the 2023 calendar year (the “
Top 50 Songs
”), together with certain copyright information with respect to each of the Top 50 Songs (the “
Listing
”). A copy of the Listing, as provided by EMI, is included in the Trust’s annual report on Form
10-K
for the fiscal year ended December 31, 2023. The Listing does not include any information regarding Copyrighted Songs for the 2024 calendar year.
Accounting Policies
Accounting Policies
EMI typically makes payments to the Trust of the Contingent Portion in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses of the Trust. The Declaration of Trust provides for the distribution of the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust.
The Trust’s financial statements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting, as contemplated by generally accepted accounting principles in the United States. The Trust does not prepare a balance sheet or a statement of cash flows.
These unaudited financial statements should be read in conjunction with the financial statements and related notes in the Trust’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2023. The cash receipts and distributions for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
v3.24.2.u1
Organization and Summary of Significant Accounting Policies (Tables)
 6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Schedule of Contingent Portion Payments As a result of EMI not applying the New Calculation Method, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view, by the following amounts (the “
Underpayments
”):
 
Quarterly Payment Period
   
Amount of
Deficiency
  
March 31, 2016
    $ 79,889  
September 30, 2016
      37,529  
March 31, 2017
      85,359  
September 30, 2017
      41,557  
 
Quarterly Payment Period
   
Amount of
Deficiency
  
March 31, 2018
      98,901  
September 30, 2018
      75,712  
March 31, 2019
      71,489  
June 30, 2019
      41,786  
September 30, 2019
      68,571  
December 31, 2019
      42,572  
March 31, 2020
      40,025  
June 30, 2020
      15,557  
September 30, 2020
      40,085  
March 31, 2021
      42,742  
June 30, 2021
      43,148  
September 30, 2021
      38,846  
December 31, 2021
      38,112  
March 31, 2022
      0  
June 30, 2022
      70,709  
September 30, 2022
      83,438  
December 31, 2022
      0  
March 31, 2023
      44,908  
June 30, 2023
      37,491  
September 30, 2023
      131,213  
December 31, 2023
      40,761  
March 31, 2024
      43,909  
June 30, 2024
      0  
  
 
 
  
Total
   
$
1,354,309
 
  
 
 
  
v3.24.2.u1
Related Party Transactions (Tables)
 6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
Disbursements to Trustees
Pursuant to the Declaration of Trust, disbursements were made as follows to the Trustees for the three and six months ended June 30, 2024 and June 30, 2023:
 
    
Three Months
Ended June 30
    
Six Months
Ended June 30
  
    
2024
     
2023
    
2024
     
2023
  
Corporate Trustee Fees and Expenses
    $ 625      $ 0     $ 1,250      $ 1,250  
Individual Trustee Fees and Expenses
      625        1,250       1,875        2,500  
Transfer Agent and Registrar Fees and Expenses(1)
      6,875        0       10,625        7,500  
  
 
 
     
 
 
    
 
 
     
 
 
  
TOTALS
   
$
 8,125
 
   
$
1,250
(2)
 
  
$
 13,750
 
   
$
11,250
(2)
 
  
 
 
     
 
 
    
 
 
     
 
 
  
 
(1)
These services are performed by the Corporate Trustee.
(2)
Corporate Trustee Fees and Expenses of $625 and Transfer Agent Registrar Fees and Expenses of $3,750 attributable to the three- and
six-months
ended June 30, 2023 were actually paid by the Trust in July 2023.
v3.24.2.u1
Organization and Summary of Significant Accounting Policies - Additional Information (Detail)
 3 Months Ended 6 Months Ended
Mar. 31, 2010
USD ($)
Jun. 30, 2024
SONGS
Organization And Summary Of Significant Accounting Policies [Line Items]    
Date of formation of Mills Music Trust   Dec. 03, 1964
Minimum payment of quarterly Contingent Portion | $ $ 167,500  
Top 50 Songs in the Catalogue   EMI has provided the Trust with a listing of the top 50 earning songs in the Catalogue during the 2023 calendar year (the “Top 50 Songs”), together with certain copyright information with respect to each of the Top 50 Songs (the “Listing”). A copy of the Listing, as provided by EMI, is included in the Trust’s annual report on Form 10-K for the fiscal year ended December 31, 2023. The Listing does not include any information regarding Copyrighted Songs for the 2024 calendar year.
Minimum [Member]    
Organization And Summary Of Significant Accounting Policies [Line Items]    
Percentage of Contingent Portion of gross royalty income 65.00%  
Maximum [Member]    
Organization And Summary Of Significant Accounting Policies [Line Items]    
Percentage of Contingent Portion of gross royalty income 75.00%  
Top 50 Song Listing [Member]    
Organization And Summary Of Significant Accounting Policies [Line Items]    
Estimated number of songs in the Catalogue   12,000
Estimated number of songs producing royalty income   1,430
Top 50 Song Listing   50
v3.24.2.u1
Organization and Summary of Significant Accounting Policies - Schedule of Contingent Portion Payments (Detail) - USD ($)
 3 Months Ended 102 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Sep. 30, 2018
Mar. 31, 2018
Sep. 30, 2017
Mar. 31, 2017
Sep. 30, 2016
Mar. 31, 2016
Jun. 30, 2024
Accounting Policies [Abstract]                                                        
Deficiency in Contingent Portion payments $ 0 $ 43,909 $ 40,761 $ 131,213 $ 37,491 $ 44,908 $ 0 $ 83,438 $ 70,709 $ 0 $ 38,112 $ 38,846 $ 43,148 $ 42,742 $ 40,085 $ 15,557 $ 40,025 $ 42,572 $ 68,571 $ 41,786 $ 71,489 $ 75,712 $ 98,901 $ 41,557 $ 85,359 $ 37,529 $ 79,889 $ 1,354,309
v3.24.2.u1
Income Taxes - Additional Information (Detail)
 6 Months Ended
Jun. 30, 2024
USD ($)
Income Tax Disclosure [Abstract]  
Provision for income taxes $ 0
v3.24.2.u1
Related Party Transactions - Additional Information (Detail)
 6 Months Ended
Jun. 30, 2024
USD ($)
Related Party Transaction [Line Items]  
Trustee annual compensation $ 2,500
Expenses charged or paid Trust for office space and office equipment $ 0
Maximum [Member]  
Related Party Transaction [Line Items]  
Aggregate compensation percentage to Trustees 3.00%
v3.24.2.u1
Related Party Transactions - Disbursements to Trustees (Detail) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Related Party Transaction [Line Items]        
Trustee Fees and Expenses $ 8,125 $ 1,250 [1] $ 13,750 $ 11,250 [1]
Transfer Agent and Registrar Fees and Expenses [2] 6,875 0 10,625 7,500
Individual Trustee Fees and Expenses [Member]        
Related Party Transaction [Line Items]        
Trustee Fees and Expenses 625 1,250 1,875 2,500
Corporate Trustee Fees and Expenses [Member]        
Related Party Transaction [Line Items]        
Trustee Fees and Expenses $ 625 $ 0 $ 1,250 $ 1,250
[1] Corporate Trustee Fees and Expenses of $625 and Transfer Agent Registrar Fees and Expenses of $3,750 attributable to the three- and six-months ended June 30, 2023 were actually paid by the Trust in July 2023.
[2] These services are performed by the Corporate Trustee.
v3.24.2.u1
Related Party Transactions - Disbursements to Trustees (Parenthetical) (Detail)
Jul. 31, 2023
USD ($)
Related Party Transaction [Line Items]  
Payment for administrative fees $ 29,334
Corporate Trustee Fees and Expenses [Member]  
Related Party Transaction [Line Items]  
Payment for administrative fees 625
Transfer Agent and Registrar Fees and Expenses [Member]  
Related Party Transaction [Line Items]  
Payment for administrative fees $ 3,750
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